Master Management Agreement. In the event that a REIT Transaction (for which Manager has been engaged) relates to the management and operation of a Hotel Property, the terms and conditions of the management, operation and any construction, renovations, improvements, refurbishments, or other services, such as purchasing, interior design, freight management, or construction management, to be undertaken with respect to such Hotel Property during the term of such management and operation, including the amount of any management, incentive, project or other service fees shall be either pursuant to the terms and conditions of the Master Management Agreement (and the Master Management Agreement shall be amended accordingly to include such Hotel Property), or pursuant to a management agreement with Manager or a subsidiary of Manager substantially in form of the Master Management Agreement.
Master Management Agreement. In the event that an Ashford Inc. Transaction (for which Manager has been engaged) relates to the management and operation of a Hotel Property, the terms and conditions of the management, operation and any construction, renovations, improvements, refurbishments, or other services, such as purchasing, interior design, freight management, or construction management, to be undertaken with respect to such Hotel Property during the term of such management and operation, including the amount of any management, incentive, project or other service fees shall be either pursuant to the terms and conditions of the Master Management Agreement (and the Master Management Agreement shall be amended accordingly, if necessary, to include such Hotel Property), or pursuant to a management agreement with Manager or a subsidiary of Manager substantially in form of the Master Management Agreement.
Master Management Agreement. Members of the NWDS Group and members of the NWD Group had in the past entered into certain management agreements for the provision of the Management Consultancy Services for certain NWD Stores in accordance with a master management agreement dated 22 June 2007 executed by NWDS and NWD (the “Old Master Management Agreement”) and one of the management agreements has not expired as at the date of the Master Management Agreement. The NWDS Group and the NWD Group wish to continue the management agreement and may from time to time enter into new management agreements relating to the provision of the Management Consultancy Services by the NWDS Group to the NWD Group. Accordingly, NWDS and NWD agree to terminate the Old Master Management Agreement and enter into the Master Management Agreement. Set out below are the principal terms of the Master Management Agreement: Date : 22 May 2009 Parties : NWDS and NWD Subject matter : Pursuant to the Master Management Agreement, NWDS agrees to, and to procure its subsidiaries to, provide the Management Consultancy Services to the NWD Group at the request of any member of the NWD Group from time to time during the duration of the Master Management Agreement in accordance with its terms and the terms and conditions of (a) the relevant management agreement entered into between member of the NWD Group and member of the NWDS Group which is still in force and has not expired; or (b) the relevant management agreements to be entered into between members of the NWD Group and members of the NWDS Group from time to time. The terms of and management fees payable under the new management agreements shall be negotiated on a case-by-case basis and in compliance with the applicable laws and regulations, on an arm’s length basis, on normal commercial terms and on terms no more favourable than the terms offered by the NWDS Group to independent third parties. Condition precedent : The Master Management Agreement is conditional upon the approval by the Independent Shareholders of (i) the Master Management Agreement and the transactions contemplated thereunder; and (ii) the Annual Caps in relation to the Master Management Agreement at an EGM to be held in accordance with the requirements of the Listing Rules.
Master Management Agreement. 6 1.34 Monarch.........................................................6 1.35 Offering........................................................6 1.36 Permits.........................................................6 TABLE OF CONTENTS Section Page
Master Management Agreement. In the event that the REIT transaction (the manager of which was involved) relates to the operation and operation of a Hotel Property, management, operation and all structures, renovations, repairs, the conditions of renovation or other services, such as procurement, interior design, handling and construction management, to be carried out in connection with such Hotel Property during the period of such management and operation, including the amount of management, incentive, project or other service fees, or under the terms of the master management agreement (and the Master Management Agreement must be amended accordingly to include such Hotel Property) or under a management agreement with the Manager's subsidiary, which essentially takes the form of the Master Management Agreement. -6- <PAGE> ii. In the event that the REIT transaction relates to the development and construction of a Hotel Property, the conditions for such development and construction, including project supervision and development fees, shall be as set out in Article 6(1) of the Development Agreement annexed to this Regulation, except TRANSACTIONS. Notwithstanding the contrary set out in this Agreement, the reit parties' 4th EDTs shall not be subject to the provisions of this Agreement. Each Party undertakes to notify the other party in writing of any excluded REIT transaction or, where appropriate, of a remington transaction that describes that transaction in reasonable detail. 7.
Master Management Agreement. In the event that a REIT Transaction (for which Manager has been engaged) relates to the management and operation of a Hotel Property, the terms and conditions of the management, operation and any construction, renovations, improvements, refurbishments, or other services, such as purchasing, interior design, freight management, and construction management, to be undertaken with respect to such Hotel Property during the term of such management and operation, including the amount of any management, incentive, project or other service fees shall be either pursuant to the terms and conditions of the Master Management Agreement (and the Master Management Agreement shall be amended accordingly to include such Hotel Property), or pursuant to a management agreement with a subsidiary of Manager substantially in form of the Master Management Agreement.
Master Management Agreement. That certain Master Agreement Regarding Management Agreements dated December 3, 2004 between, inter alia, the Partnership and the Intrawest Managers relating to Management Agreements, as the same may be amended from time to time with Approval in writing by CNL LP and Intrawest.
Master Management Agreement. In the event that a REIT Transaction (for which Manager has been engaged) relates to the management and operation of a Hotel Property, the terms and conditions of the management, operation and any construction, renovations, improvements, refurbishments, or other services, such as purchasing, interior design, freight management, and construction management, to be undertaken with respect to such Hotel Property during the term of such management and operation, including the amount of any management, incentive, project or other service fees shall be either pursuant to the terms and conditions of the Master Management Agreement (and the Master Mutual Exclusivity Agreement Ashford REIT Management Agreement shall be amended accordingly to include such Hotel Property), or pursuant to a management agreement with a subsidiary of Manager substantially in form of the Master Management Agreement.
Master Management Agreement. In the event that an Ashford Inc. Transaction (for which Manager has been engaged) relates to the management and operation of a Hotel Property, the terms and conditions of the management and operation, including the amount of any management and incentive fees, shall be either pursuant to the terms and conditions of the Master Management Agreement (and the Master Management Agreement shall be amended accordingly, if necessary, to include such Hotel Property), or pursuant to a management agreement with Manager or a subsidiary of Manager substantially in form of the Master Management Agreement.
Master Management Agreement. If the REIT transaction (for which the Manager is involved) concerns the management and operation of the Hotel's property, the terms and conditions of management, operation, as well as the construction, renovation, improvement, renovation, or other services, such as purchase, interior design, cargo management and construction management, to be carried out during the management and operation of such hotel property, including management, promotion, design or other service charges, shall be carried out either in accordance with the terms and conditions of the Basic Management Agreement (and the basic management contract shall be amended accordingly to include such a hotel property) or under a management contract with the manager's subsidiary which is essential in the form of a general management contract. -6- <PAGE> (ii)
